LIBRARY 
OF  THE 

UNIVERSITY  OF  ILLINOIS 


^CT  OF  INCORPORATION 


Univ.of  ill.  Library 
54 

OF 


®0al  ®0mpttg, 


OF 

M^RYLAlsTD- 


BALTIMORE: 

PRINTED  BY  HANZSCHE  & CO., 

Baltimore  and  Light  Streets. 


1863. 


LIBRARY 
OF  THE 

UNIVERSITY  OF  ILLINOr 

ACT  OF  INCORPORATION 


OF  THE 


(SfliisKtltdation  ©miipnit, 


MARYLAND. 


BALTIMORE: 

PRINTED  BY  TI  A N Z S C IT  E & CO., 
Baltiraore  and  Light  Streets. 


1863. 


^ X ‘''y' 


] ^ y.  ,„ 


// 


V 


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Set  «f  ljuioeitotation. 


CHAPTER  2 6 5. 

An  Act  to  incorporate  the  Consolidation  C^al  Cornpany 
of  Maryland. 

^ Passed  March  9th,  I860. 

Section  1.  Be  it  enacted  hij  the  General 
of  Maryland^  That  James  D.  Armstrong,  William 
Combs,  and  John  J.  Morrison,  and  such  other  per- 
sons as  may  become  associated  with  them,  in  the 
manner  hereinafter  provided,  shall  be  and  they  are 
hereby  constituted  a body  corporate  and  politic,  by 
the  name  of  the  Consolidation  Coal  Company,  and 
by  that  name  shall  have  succession,  and  be  able 
and  capable  to  sue  and  be  sued,  in  any  court  what- 
ever, and  may  have  and  use  a common  seal,  and 
the  same  alter  and  renew  at  pleasure,  and  shall 
have  all  the  powers,  faculties  and  franchises  and 
rights  necessary  and  proper  for  the  carrying  on  the 
mining  of  coal,  and  the  beneficial  management  of 
its  property,  and  for  the  transportation  of  coal,  and 
other  products  of  its  mines  and  property  to  market, 
and  shall  have  power  and  authority  to  purchase, 
lease  and  hold  any  property,  real,  personal  and 
mixed,  which  may  be  deemed  necessary  by  said 
company  for  purposes,  and  shall  also  have  power  to 
make  and  pass  such  by-laws,  rules  and  regulations 
j"  for  the  management  and  government  of  the  affairs 
p of  said  corporation,  and  its  officers,  directors,  and 

A agents,  as  may  be  deemed  necessary  or  proper, 

J 1023935 

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UNIVERSITY  OF 


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4 


wliicli  may  also  be  amended,  changed  or  repealed 
at  any  and  all  regular  meetings  of  the  stockholders 
of  said  company ; Provided,  Jioicever,  that  such  by- 
laws shall  not  Ido  repugnant  to  any  law  of  this 
State  or  of  the  United  States. 

Sec.  2.  And  he  it  enacted,  That  the  capital  stock  of 
said  company  shall  be  divided  into  shares  of  one 
hundred  dollars  each,  and  shall  be  considered  as 
personal  property,  and  shall  be  transferable  in  such 
manner  as  may  be  provided  by  the  by-laws  of  said 
company,  and  each  share  thereof  shall  entitle  the 
holder  thereof  to  one  vote  in  all  meetings  of  the 
stockholders  of  said  company,  to  be  given  either  in 
person  or  by  proxy,  and  for  the  purpose  of  obtain- 
subscriptions  to  the  said  capital  stock,  books 
shall  be  opened  under  the  direction  of  the  said 
John  J.  Morrison,  James  D.  Armstrong,  and  Wil- 
liam Combs,  or  the  majority  of  them,  at  such  time, 
and  at  such  place  or  places,  as  the  persons  who 
may  act  in  that  behalf  shall  deem  expedient,  and 
payment  may  be  made  for  the  whole  or  any  part  of 
such  subscriptions,  either  in  land  or  other  property, 
or  money,  and  if  lands  or  other  property,  then  at 
such  price  and  valuation  as  maybe  agreed  upon  by 
those  receiving  such  subscriptions,  and  in  case  the 
said  company  shall  organise  and  proceed  to  act  as 
a corporate  body,  before  a sufficient  amount  is  sub- 
scribed to  the  said  capital  stock  for  the  lawful  pur- 
poses of  said  company,  the  president  and  directors 
of  said  company  shall  have  power  at  any  time 
thereafter,  and  as  often  as  they  may  deem  necessary, 
and  without  opening  anew,  books  of  subscription, 
to  receive  further  subscriptions  to  said  capital  stock, 
and  to  augment  the  same  to  such  extent  as  may  be 
authorized  and  fixed  at  any  general  meeting  of  the 
stockholders  of  said  company,  and  it  may  be  lawful 
for  all  persons  and  bodies  corporate  or  politic  what- 
soever, to  become  subscribers  for  and  owuiersof  the 
capital  stock  of  said  company. 


5 


Sec.  3.  And  be  it  enacted^  That  the  aflairs 
said  company  shall  be  managed  by  the  persons 
named  in  the  first  section  of  this  act,  who  are 
hereby  constituted  directors  of  said  company, 
until  directors  shall  be  elected  as  hereinafter 
provided,  and  in  case  of  the  decease  of  one  or  more 
of  said  persons,  or  their  refusal  to  act  as  directors 
the  remaining  person  or  persons  shall  have  power 
to  select  other  persons  as  directors,  for  the  time 
being,  in  their  stead,  and  whenever  an  amount  of 
the  capital  stock  of  said  company  shall  be  subscrib- 
ed, sufficient  in  the  judgment  of  the  said  directors,  to 
justify  it  in  proceeding  to  the  prosecution  of  its  bu- 
siness, a general  meeting  of  the  subscribers  to  the^“^!t,„g 
stock  of  said  company  shall  be  held  at  such  time 
and  place  as  the  directors  for  the  time  being  may 
appoint,  for  the  purpose  of  electing  a president  and 
directors  of  said  company,  to  serve  for  one  year 
thereafter,  and  until  the  next  election  shall  be 
field,  and  subsequent  elections  for  president  and 
directors  of  said  company  shall  be  annually  held 
thereafter,  at  such  times  and  places  as  the  by-laws 
of  said  company  may  prescribe,  and  the  said  direc- 
tors of  said  company  shall  have  all  the  powers  and 
authority  given  to  them  by  this  act,  and  such  other 
power  and  authority,  not  inconsistent  with  the 
provisions  of  this  act,  as  may  be  conferred  on  them 
by  the  resolutions  and  by-laws  of  said  company. 

Sec.  4.  And  he  it  enacted.  That  the  directors  of 
said  company  shall  consist  of  such  number,  not  less 
than  five  nor  more  than  ten,  as  the  by-laws  of  said 
company  may  prescribe,  all  of  whom  shall  be  stock- 
holders in  said  company,  and  the  president  and 
directors  of  said  company  shall  have  power  to  ap- 
point and  remove  all  officers,  servants,  and  agents 
of  the  company,  to  manage  and  conduct  all  its 
business  of  every  kind,  to  borrow  money  at  any 
time  and  from  time  to  time,  for  the  use  of  the  said 
company,  and  to  execute,  if  deemed  by  them  ne- 


6 


iiecessiiiiy  and  expediciit,  any  deed  or  deeds  of  mort- 
gage or  trust,  as  security  for  the  payment  and 
fulhlmcnt  of  any  or  all  of  its  debts,  contracts  and 
liabilities. 

Sec.  5.  And  be  it  enacted^  That  all  meetings  of 
the  stockholders  of  said  company,  may  be  held 
either  in  the  city  of  Cumberland,  the  city  of  Balti- 
more or  the  city  of  New  York,  as  the  directors  of 
said  company  may  from  time  to  time  appoint ; and 
all  meetings  of  the  president  and  directors  of  said 
company,  may  also  be  held  at  either  of  the  above 
named  places,  which  the  president  of  said  company 
may  from  time  to  time  appoint ; and  in  all  meet- 
ings of  the  stockholders,  a majority  of  said  stock- 
holders, and  in  all  meetings  of  said  president  and 
directors,  a majority  of  said  president  and  directors 
shall  constitute  a quorum  for  the  transaction  of 
business. 

vcsied.  Sec.  6.  And  be  it  enacted,  That  the  said  com- 
pany be  and  the  same  is  hereby  invested  with  all 
and  singular  the  rights,  power  and  authority, 
necessary  to  enable  it  to  locate,  construct  and  main- 
tain such  railroad  or  railroads,  as  the  directors  may 
deem  necessary  for  the  convenient  transaction  of  its 
business,  and  for  these  purposes,  the  said  company 
shall  be  and  is  hereby  invested  with  all  and  singu- 
lar, the  rights,  powers,  immunities,  franchises  and 
privileges,  for  the  surveying,  locating  and  con- 
structing of  such  railroad  or  railroads,  and  for  the 
working,  repairing,  preserving  and  controlling  the 
same,  and  the  necessary  vehicles  and  appurtenances 
thereto  belonging,  and  every  part  thereof ; which  by 
the  act,  and  more  particularly  the  fifteenth  section 
thereof,  incorporating  the  Baltimore  and  Ohio  rail- 
road, and  its  several  supplements  were  for  the  law- 
ful purposes  of  said  company  and  the  benefit  of  its 
corporators,  given,  granted,  authorised  and  secured 
to  the  said  company,  and  to  the  president  and  di- 
rectors thereof  respectively,  as  fnlly  and  particularly 


7 


as  if  the  same  were  herein  re23eated  ; and  in  lien  of 
constructing  any  such  railroad  or  railroads,  as  are 
hereinbefore  authorised,  or  in  addition  thereto,  the 
said  company  may  purchase,  lease,  hold  and  main- 
tain any  other  railroad  or  railroads,  or  other  roads 
or  ways,  water  courses  or  channel  of  trans2)ortation, 
already  constructed  or  hereafter  to  be  constructed, 
with  all  the  rights,  powers  and  franchises  connected 
therewith  ; and  it  shall  also  be  lawful  for  said  com- 
pany to  own  and  navigate  such  canal  boats,  steam- 
boats and  sailing  vessels,  as  it  may  desire  in  con- 
nection with  its  business  ; and  to  subscribe  for  and 
take  stock  in  any  navigation,  canal  and  railroad 
comjDany,  it  may  deem  expedient ; and  the  said 
company  hereby  incorporated,  shall  transport  upon 
any  railroad  or  railroads  which  the  said  com^^any 
may  construct  under  the  provisions  of  this  act ; and 
also  upon  any  railroad  or  railroads  which  it  may 
purchase  as  hereinbefore  authorised,  all  persons 
and  property  at  the  same  rates  of  toll  and  prices  of 
transportation,  as  the  Baltimore  and  Ohio  Railroad 
company  are  or  shnll  bo  by  law  niithorisod  to  charge 
and  receive. 

Sec.  7.  And  be  it  enacted,  That  in  receiving  sub- 
scriptions  to  the  capital  stock  of  said  company,  if 
the  persons  named  in  the  first  section  of  this  act  or 
a majority  of  them,  shall  think  it  advisable  so  to 
do,  it  shall  and  may  be  lawful  for  the  said  persons 
to  divide  the  said  stock  into  a preferred  stock,  and 
a common  general  stock,  and  to  fix  the  amount 
which  shall  be  subscribed  as  a preferred  stock  which 
shall  never  thereafter  be  increased  without  the 
unanimous  consent  of  all  the  stockholders,  both 
preferred  and  general,  in  said  company,  and  such 
preferred  stock,  in  case  the  same  shall  be  subscribed 
for  under  this  section,  shall  at  all  times  be  entitled 
to  receive  dividends  to  the  extent  of  six  per  centum 
on  the  par  value  thereof  whenever  any  distribution 
shall  be  made  of  the  surplus  jirofits  of  said  company 


8 

in  priority  to  iiiiy  shares  of  stock  which  shall  be 
subscribed  as  general  or  common  stock,  and  in  case 
the  surplus  profits  actually  and  properly  distributed 
amongst  the  stockholders,  when  a division  of  the 
surplus  profits  shall  be  made,  shall  exceed  the 
amount  that  may  be  necessary  for  the  payment  of 
dividends  to  the  extent  aforesaid  on  the  preferred 
stock,  then  such  excess  shall  be  applied  to  the  pay- 
ment of  dividends  to  the  extent  of  six  per  centum 
on  the  par  value  of  the  unconverted  shares  of  stock, 
and  if  any  surplus  profits  should  still  remain,  then  the 
same  shall  he  divided  amongst  all  the  stockholders  pari 
passu,  without  any  priority  or  preference,  and  in  case  the 
persons  named  in  the  first  section  of  this  act  should  not 
deem  it  advisable  in  receiving  subscriptions  to  said  stock, 
to  divide  the  same  into  j^i’cferred  and  common  stock,  as 
hereinbefore  mentioned,  then  it  shall  and  may  be  lawful 
for  the  president  and  directors  of  the  said  company  at  any 
time  hereafter  to  convert  a portion  of  the  capital  stock  of 
said  company  into  shares  of  preferred  stock,  upon  such 
terms  and  at  such  time  or  times  as  the  said  president  and 
directors  may  determine,  and  the  said  portion  of  said 
capital  stock  so  converted  into  preferred  stock  shall 
thenceforth  be  entitled  to  all  the  privileges  in  respect  of 
dividends  hereinbefore  secured  to  those  who  may  become 

Provisos,  subscribers  to  such  preferred  stock ; Provided,  however, 
that  before  the  said  president  and  directors  shall  issue  or 
create  any  such  preferred  stock,  a previous  direction  and 
authority  therefor  shall  be  conferred  and  given  by  a reso- 
lution ])assed  at  some  general  or  special  meeting  of  the 
stockholders  of  said  company,  called  in  pursuance  of  and 
after  notice  given,  as  directed  by  the  by-laws  of  said  com- 
pany ; And  provided  further,  that  an  opportunity  shall  he 
alforded  all  the  stockholders  in  said  company  without 
distinction  or  discrimination,  and  they  shall  he  entitled 
to  convert  a portion  of  their  stock  into  such  preferred 
shares  upon  the  same  and  equal,  and  like  terms  and  con- 
ditions, and  in  the  proportions  in  which  they  may  hold 
such  stock  respectively. 

Construction  Sec.  8.  And  he  it  enacted.  That  nothing  herein  con- 
tained shall  he  construed  to  give  to  the  said  company 

In  force,  hanking  jmvilcges ; and  this  act  shall  take  effect  from 
the  day  of  its  passage. 


